Each Unit will consist of one common share (a “Share”) and one transferable common share purchase warrant (the “Warrants”) with each Warrant exercisable for 18 months from the date of closing at an exercise price of $0.15 per Warrant Share, provided that in the event that the closing price of the Company’s Shares on the Canadian Securities Exchange (the “Exchange”) (or such other exchange on which the Company’s Shares may become traded) is $0.15 or greater per Share during any ten (10) consecutive trading day period at any time subsequent to four months and one day after the closing date, the Warrants will expire at 4:00 p.m. (Vancouver time) on the 30th day after the date on which the Company provides notice of such accelerated expiry to the holders of the Warrants.
The Private Placement will be conducted by the Company utilizing the Existing Security Holder prospectus exemption under BC Instrument 45-534 Exemption from Prospectus Requirement for Certain Trades to Existing Security Holders and other provincial equivalents, except the Province of Newfoundland and Labrador, under Multilateral CSA Notice 45-313 Prospectus Exemption for Distributions to Existing Security Holders (collectively, the “Existing Security Holder Exemptions”) as well as the “accredited investor” exemption under National Instrument 45-106 Prospectus and Registration Exemptions and also other exemptions available to the Company.
The Company will make the Private Placement available to all shareholders of the Company as of February 7, 2020 (the “Record Date”) who are eligible to participate under the Existing Security Holder Exemptions and who have notified the Company by no later than February 13, 2020 at 5:00 pm (Vancouver Time) of their intention to participate in the Private Placement. The Existing Security Holder Exemptions limit a shareholder to a maximum investment of $15,000 unless the shareholder certifies in the subscription agreement that he or she has obtained advice regarding the suitability of the investment from a registered investment dealer or otherwise qualifies to rely on another prospectus exemption.
In the subscription agreement, shareholders will be required to certify the number of Shares of the Company held as of the Record Date and the total number of Units they wish to subscribe for at the specified price of $0.08 per Unit. Each existing shareholder on the Record Date will be entitled to purchase that number of Units equal to at least their pro rata share based on the Shares owned on the Record Date, subject to a $5,000 minimum subscription. Any additional available Units will be allocated by the Company based on subscriptions received and Units available. Orders will be processed by the Company on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Private Placement is over subscribed. Any person who becomes a shareholder of the Company after the Record Date shall not be entitled to participate in the Private Placement under the Existing Security Holder Exemptions.
Finder’s fees may be payable in accordance with the policies of the Exchange. All securities issued in connection with the Private Placement are subject to a 4-month hold period in Canada.
The Company will use the gross proceeds of the Private Placement to market its wholly-owned VPN (Virtual Private Network) business assets GamerVPN.com and BladeVPN.com on various advertising platforms and for general working capital.
The Company confirms that there is no material fact or material change about the Company that has not already been generally disclosed. Closing of the Private Placement is expected to occur around February 28, 2020.
Eligible shareholders may contact the Company to obtain a subscription agreement to participate in the Private Placement.
About Subscribe Technologies
Subscribe Technologies (CSE: SAAS, OTCQB: SRBBF, Frankfurt: 6GQ) develops, partners with, acquires, and invests in cloud-based software as a service (SAAS) solutions.
To learn more about Subscribe Technologies, please visit www.subscribetech.com .
On Behalf of the Board,</p>
President & CEO
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business and trading in the common stock> of Subscribe Technologies Inc. The forward-looking information is based on certain key expectations and assumptions made by the company’s management. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the company can give no assurance that they will prove to be co>rrect.
The CSE has not reviewed, approved or disapproved the content of this press release.